


All Those Bright Shining Companions...

by Sherzu



Category: Doctor Who, Doctor Who & Related Fandoms, Doctor Who (1963), Doctor Who (2005), Doctor Who (Big Finish Audio), Doctor Who (TV Movie 1996)
Genre: Anal Fingering, Anal Sex, Angry Kissing, Angry Sex, Ass Play, Attempted Sexual Assault, Bisexuality, Breasts, Breeding, Cheating, Consensual Underage Sex, Doctorcest (Doctor Who), F/F, F/M, Futa Thirteen, Futanari, Happy Sex, Hate Sex, Incest, Large Balls, Large Breasts, Large Cock, Lesbian Sex, Light Bondage, Loss of Virginity, May God have mercy on me, Mind Control, Neck Kissing, Older Man/Younger Woman, Oral Sex, Penis Growth, Pseudo-Incest, Roleplay, Rough Kissing, Rough Oral Sex, Sex, Sloppy Makeouts, Small Breasts, Smut, Spanking, Threesome - F/F/M, Vaginal Fingering, Vaginal Sex, Victorian Attitudes, reluctance, sad sex
Language: English
Status: In-Progress
Published: 2021-03-11
Updated: 2021-03-10
Packaged: 2021-03-17 08:02:13
Rating: Explicit
Warnings: Underage
Chapters: 1
Words: 6,170
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/29963370
Author URL: https://archiveofourown.org/users/Sherzu/pseuds/Sherzu
Summary: Various little stories of the Doctor and his numerous female companions having some fun.
Relationships: Ashildr | Lady Me/Twelfth Doctor, Eighth Doctor/Charley Pollard, Eighth Doctor/Grace Holloway, Eighth Doctor/Lucie Miller, Eleventh Doctor/Alice Obiefune, Eleventh Doctor/Amy Pond, Eleventh Doctor/Clara Oswin Oswald, Eleventh Doctor/Jenny Flint/Madame Vastra, Eleventh Doctor/Jo Grant, Eleventh Doctor/Madge Arwell, Eleventh Doctor/River Song, Eleventh Doctor/Sarah Jane Smith, Fifth Doctor/Nyssa of Traken, Fifth Doctor/Tegan Jovanka, Fifth Doctor/Tegan Jovanka/Nyssa of Traken, First Doctor/Barbara Wright, First Doctor/Dodo Chaplet, First Doctor/Katarina, First Doctor/Polly Wright, First Doctor/Sara Kingdom, First Doctor/Susan Foreman, First Doctor/Vicki Pallister, Fourth Doctor/Leela (Doctor Who), Fourth Doctor/Romana I, Fourth Doctor/Romana II, Fourth Doctor/Sarah Jane Smith, Jenny Flint/Madame Vastra, K9/Sarah Jane Smith, Luke Smith/Sarah Jane Smith, Melanie Bush/Seventh Doctor, Melanie Bush/Sixth Doctor, Ninth Doctor/Lynda Moss, Ninth Doctor/Nancy, Ninth Doctor/Rose Tyler, Peri Brown/Fifth Doctor, Peri Brown/Sixth Doctor, Second Doctor/Polly Wright, Second Doctor/Victoria Waterfield, Second Doctor/Zoe Heriot, Seventh Doctor/Ace McShane, Tenth Doctor/Addams, Tenth Doctor/Astrid Perth, Tenth Doctor/Christina de Souza, Tenth Doctor/Donna Noble, Tenth Doctor/Gabby Gonzalez, Tenth Doctor/Jenny (Doctor Who: The Doctor's Daughter), Tenth Doctor/Martha Jones, Tenth Doctor/Rose Tyler, Tenth Doctor/Sarah Jane Smith, Tenth Doctor/Sylvia Noble, The Doctor | Ruth Clayton/Thirteenth Doctor, The Doctor/The Rani (Doctor Who), The War Doctor/The Moment, Third Doctor/Jo Grant, Third Doctor/Liz Shaw, Third Doctor/Sarah Jane Smith, Thirteenth Doctor/Grace O'Brien, Thirteenth Doctor/Yasmin Khan, Twelfth Doctor/Bill Potts, Twelfth Doctor/Clara Oswin Oswald, Twelfth Doctor/Heather, Twelfth Doctor/Missy, Twelfth Doctor/River Song, War Doctor/Cinder
Comments: 9
Kudos: 8





	All Those Bright Shining Companions...

**Notes for the Chapter:**

> Just in case you have trouble picturing Barbara:
> 
> https://www.wallofcelebrities.com/celebrity/jacqueline-hill/pictures/jacqueline-hill_3671872.html
> 
> https://www.gettyimages.co.uk/detail/news-photo/jacqueline-hill-actress-model-october-1953-news-photo/612220174

They were on the planet Quintius when Barbara first learned of the kind of relationship Susan and the Doctor were a part of. She and the young girl (or young alien, if you wanted to be technical about it) were off exploring the jungles of the planet, whilst Ian and the Doctor tried to get the TARDIS back up and running after it had suddenly materialised here. Susan had brought a futuristic camera with her, a present from her grandfather that he'd picked up in some alien bazaar, and was gleefully taking snapshots of the rainbow coloured birds that nested in the tall trees. 

It reminded Barbara of the many school trips to the zoo she had chaperoned, only with less schoolboys trying to provoke the monkey's and less schoolgirls squealing at the thought of going into the snake exhibit. Susan wasn't like any of them. She seemed utterly impressed by everything she saw, whether it be the biggest bird or the smallest bug. That sort of naive excitement was quite refreshing. 

"Look, Barbara, look! That one up there, it's feathers are bright red! It must be another species! Or perhaps a crossbreed of some kind". She said excitedly and Barbara dutifully looked up and beheld the parrot looking creature, with it's bright, scarlet feathers shining in the planet's twin suns.

"Beautiful". Barbara replied, smiling. Susan nodded enthusiastically and lifted her camera, preparing to take another photo but suddenly stopped. Furrowing her brow and giving a frown, she looked back up at the tree tops and then back to the camera. 

"Something wrong, Susan?" Enquired Barbara, a look of confusion on her face at the teenager's sudden change in mood. 

"No, it's just that I can't really get a good angle from down here. If I was just a bit higher up, I'd be able to get a much better photo". Susan answered.

"Ah". The history teacher gave her student a grin. "I suppose you want a bit of a boost?"

Susan returned the smile sheepishly. "Yes. If you wouldn't mind".

"Of course not. Here". Wrapping her arms around the young girl's narrow waist and, with a great heave, lifted her up. Susan squeaked and then giggled. Barbara laughed a bit as well but then huffed. "Take the picture then, I don't think my arms can take this for much longer".

"Oh yes!" Susan lifted the camera up but looked back to Barbara. "Do you think you can lift me a bit higher?"

"Higher!?" Barbara repeated incredulously. "Oh, the things I do for my students".

Shaking her head, she heaved the girl up once more. Her arms ached and the first beads of sweat appeared on her forehead. "Hurry up, Susan. Your bums practically in my face".

That got the laugh that Barbara expected but Susan then spoke, in a joking voice. "I should have asked Grandfather to help me. He'd like nothing more than to my bum in his face".

The words instantly made all the strength leave Barbara and in her shock, her arms gave out and Susan fell with a thump to the forest floor. 

"SUSAN!" Barbara cried, instantly kneeling down beside the girl, picking her up and dusting off her shirt and jeans. "Are you alright?"

"Y-yes". Susan answered, shaking her head a bit. "Luckily all these fallen leaves softened my fall. Why did you drop me, Barbara? Did you see something"

"No, no, no. It's just... what you said. You shouldn't joke about things like that, Susan, imagine if the Doctor heard. You'd hurt his feelings". Barbara spoke in the sort of stern but caring voice she had honed in her years at Coal Hill. 

Susan looked quite upset at the reprimanding she was getting. "But it's true! Grandfather does like my bum, he touches it all the time".

The sheer emotion in her words took Barbara aback and with a feeling of dawning horror, she realised the schoolgirl really wasn't kidding. Slowly, she put a soft hand onto Susan's shoulder and chose her next words very carefully. "Susan... what do you mean? What does he do to you?"

"I mean that he likes my bum. He grabs it and squeezes it and pulls it. Once he even gave it a little bite!" Susan giggled, as if it was just another of her grandfather's little quirks. "You should hear him talk about it as well. "Not too fat, not too skinny, perfectly plump". That's what he say's". 

The girl's pretty face shone with pride like a newly minted penny. Barbara felt sick to her stomach listening to this bright young girl discussing all of that like it was something to be proud of. "And... and is that it? Does he make you do anything Susan?"

"Oh yes, we do lots of things". Her smile turned bashful. "His penis is... well, it's simply amazing Barbara".

"Susan!" Barbara shot to her feet, her cheeks burning, scandalised and disgusted by everything she had heard. "Come on, let's get back to the TARDIS".

"What?" Came Susan's confused reply. "Why? I thought we were exploring".

"I need to tell Ian what you've told me". Barbara answered. "Well, perhaps not all the graphic details. But I will tell him about what that disgusting old man's been doing to you!"

The sheer anger in her teacher's words seemed to make Susan realise that they hadn't been having a friendly chat. And, sensing that the Doctor might be in danger, she instantly threw herself onto the teacher, wrapping her arms around the older woman's shapely legs and pulling her to the ground, screaming out all the while. "NO, BARBARA, NO!"

"Ah, Susan!" Huffed Barbara, grappling with the panicked girl. "Stop it!"

"No, I won't let you hurt him! You don't understand!" 

In their struggle, the two never noticed the figures creeping through the vegetation until a net suddenly flew out from the bushes, falling upon the two and wrapping around them in an instant. Susan screamed, as she often did in situations like this, and Barbara looked around as multiple figures emerged all around them. Lizard-people, dressed in jumpsuits and futuristic armour, carrying laser rifles in their scaly claws.

***

After a nasty bit of business involving being kidnapped by the local band of space pirates, being rescued by Ian and the Doctor and then sabotaging the pirate's starship, Barbara was happy to leave Quintius behind. Tramping into the TARDIS, she wiped some of the dirt and grime accumulated from her time in the pirate's prison and their escape through the jungle off her face, before collapsing into the Doctor's chair.

"You alright, Barbara?" Ian asked, kneeling down beside her. "Can I get you anything?"

"Water, please". She replied simply, to which Ian nodded and marched off deeper into the TARDIS, leaving Barbara alone with the two extraterrestrials.

"Well, I think we'd best be off, hmm?" The Doctor said, flicking the switch on the console that closed the TARDIS doors. "Susan, activate the take off".

"Yes, grandfather". Susan dutifully began to programme in the TARDIS's next destination, pressing buttons and pulling levers. It was actually quite the sight, seeing such a young girl operating such advanced technology.

All Barbara could look at, though, was the Doctor. The seemingly genteel old man sidled up next to Susan's side, putting a hand on her shoulder to direct her. The sight of him, acting so caring, so... grandfatherly, after all Susan had said about him, made Barbara queasy. It made her want to stand up and slap him, right there and then. It was a look from Susan that made her stop. The girl's eyes were wide and pleading. She could sense what Barbara's feelings were and her desperation to protect her grandfather was palpable. 

So palpable that the Doctor himself took notice. "Something wrong, my dear?" He asked, a concerned frown on his face.

With one last glance at Barbara, Susan looked to her grandfather and shook her head. "No, not at all, grandfather".

The Doctor was silent for a moment, looking at his granddaughter with narrowed eyes before smiling warmly. "Good". He reached over and pinched her cheek, which earned him a grin from the young girl. "Now then, let's choose our next destination. I propose somewhere a bit less tropical".

***

Later, after Barbara had showered off the grime of Quintius's jungle and changed into a fresh blue skirt and white shirt, she went to find the Doctor. Walking along the TARDIS's stark white corridors, she checked the kitchen's, the library and the swimming pool. Eventually, she discovered him in his bedroom, tucked away behind one of the time and space ship's many doors. 

The old man was sat at a wooden desk which was crowded with books and maps, like the worktop of some Victorian explorer. He was writing into a thick leather bound book and had removed his frock coat, leaving him in tartan trousers, waistcoat and shirt. Seemingly engrossed in his writing, the Doctor didn't notice as Barbara pushed the doors open and walked in. 

"Doctor". Barbara said, breaking the silence and making the old man jump. Looking around, his blue eyes locked onto the human woman standing in the doorway ad he shook his head, annoyed.

"Dear me, Miss Wright, you gave me quite a fright. You really mustn't sneak up on people like that, you're liable to give someone a heart attack". 

Barbara's voice was old as ice as she walked into the bedroom. "Don't lecture me Doctor". 

The Doctor's posture stiffened as he realised that this was not going to be a friendly chat. "Something wrong, Miss Wright?"

"Yes, I'm afraid there is". Barbara pulled up a spare chair and sat across from the older man. "Do you remember when I went for a walk with Susan on Quintius?"

"Quintius?" The Doctor thought for a moment before an understanding look came to his face and he nodded. "I see. You're still feeling shell shocked by the pirate's capturing of you? Nothing to be ashamed of, my dear, I'm sure it would shake anyone".

" _No_ ". Barbara snapped sharply. "Before that. While I helped Susan take her photographs, she told me Doctor. She told me what you make her do".

"What I make her...? Ah". His hands went to grip his lapels, the sympathetic look in his eyes swiftly vanishing, replaced by stoniness that would make a statue jealous. "I suppose you disapprove, hmm?"

"Disa-disapprove?" Barbara spluttered, utterly astounded at the Doctor's casual attitude. "Of course I disapprove! It's evil, what you do to that poor girl! Pure and utter evil!" 

"I would advise you against you using that word so flippantly. Let it be reserved for those who truly deserve it". The Doctor replied, voice stern, as if admonishing a child. Barbara recognised it, having used it many a time with her own students.

Barbara gave a disbelieving shake of her head at the man's attitude. "Oh, I think you are more than deserving of it for what you do to Susan". 

"What _I_ do to her? What exactly do I do to her?" 

"You _rape_ her". The teacher hissed out, words filled with venom. This finally seemed to strike a nerve in the Doctor, who gave a deep frown and tightened his grip on his lapels and snapped back sharply.

"I do nothing of the sort. Susan is a perfectly willing candidate. I don't force her, I never have. _She's_ the one who started all of this". 

"Oh, don't you dare try and say that! That's what men like you always say". Barbara said, scoffing.

The Doctor huffed. "Very well then. If you won't believe me, then ask Susan. She will say the same thing". 

"I will". Barbara stood once again, ready to go out and search the halls for the teenager, only to see her already standing in the doorway, looking at her teacher and her grandfather with timid eyes. 

"Come in, child". The Doctor ordered and Susan hastily skittered in, looking between the two grown ups nervously. 

"Susan". Barbara got in close with the girl, putting both hands on her shoulders and looking her deep in the eyes. "Don't feel pressured because he's here, Ian and I will protect you. I'm not cross at all either, just concerned for you. I won't shout, or scream, whatever you say. I have to know though, dear. Did you start all of this?"

The alien girl blushed but swiftly nodded. Barbara felt the wind go out of her and she stumbled away as Susan spoke. The fifteen year old hastily explained, embarrassment clear in her voice. "I'm sorry! I wanted to know how it felt, Barbara, and there was only one person I trusted to do it with". 

The Englishwoman fell back into her chair, speechless, and the Doctor gave a short cough. "Susan, why don't you let Miss Wright and I talk? If Chesterton stops by, tell him we're on the fifteenth level of the library. There's a good girl, close the door behind you". 

As Susan did as she was told, throwing a confused glance at the two, the Doctor looked to Barbara. "Are you alright?"

"I-I don't know". Barbara put her face in her hands, giving a shaky breath. "This is certainly not how I imagined this meeting going". 

"No, I suppose not". The Doctor scooted his chair closer. "I couldn't refuse her you know. Susan is a very delicate child. Her life, on our world, was not what you would call the most pleasant of upbringings. She needed something to distract her, something to make her feel better. In the end, she chose the more... primal method. We provided one another comfort and pleasure, I dare say we even grew closer from it. Perhaps... you should try the same method, Miss Wright". 

It was then Barbara felt the Doctor's hand slip beneath her long skirt and onto on her knee. 

The shock of feeling his skin upon hers instantly made the woman look up. The Doctor's eyes were a warm, sparkling blue and he gave her a little smile. Slowly, he began to move his hand up, gliding along her smooth flesh, directly toward her nethers. 

She should have stood up at that moment, given him a hard slap that would send him reeling and allow her to run out and find Ian. Instead, all she did was stare into the Doctor's eyes. They were so bright, so comforting. Where had he been hiding them all the times that he had chided she and Ian during their adventures?

His hand was on her thigh now, stopping to give a little squeeze, before he came to his target. She felt him reach out with a finger and then, ever so delicately, press it against the cotton barrier of her knickers. Barbara gave a shaky gasp then. The Doctor's smile widened at that and he trailed his finger up to the waistband and then, swift as a hawk diving onto it's prey, hooked into it and placed his digit firmly into her underwear. 

The Doctor dipped his finger down, into a trimmed patch of dark pubic hair. He gave an intrigued hum, running his digit through the curls. Then, finally, he came to his prize. Barbara's heart pounded like a war drum as she felt the old alien's finger finally creep down to her vagina. His digit lightly glided over her clitoris and Barbara a jolt of electricity course through her at his touch. A shiver ran through her body at the Doctor's next words. "Do you wish for me to continue, Miss Wright?"

So he did ask for permission first. Barbara's mind was swimming, drunk with arousal. She could say no, the Doctor would move his hand away, she would hastily skitter out of the room and they would presumably say no more about it. Their relationship while she was on the TARDIS would remain incompetent captain and unwitting passenger. And what about Ian? Barbara always felt a burning of affection when they spoke, a feeling that could only be love. If he found out... 

And yet, the Doctor's finger felt so _good_.

Slowly, Barbara closed her thighs around the Doctor's hand, trapping him there. The time traveller's smile grew and with that he added another finger to his rubbings. Barbara threw her head back, closed her eyes and finally let out the sound she had been holding in whilst deciding her fate: A throaty _moan_. 

The Doctor's fingers worked tirelessly, exploring every curve and fold of her nethers, milking moans and pants from her with an increasingly smug smile on his face. His fingers were soon covered with her arousal and tirelessly stroked away at the wet folds. Then, after a few more minutes of exploration, he retracted his hands, though not before giving her clitoris one last flick. Barbara's eyes flew open and looked to the Doctor in surprise. Had he had a change of heart?

Apparently not, as he began to unbutton his tartan trousers. The Doctor's eyes flicked up and he gave a little chuckle. "Did you think you'd be getting all of the fun, Miss Wright? Oh no, I'm afraid this is a mutually beneficial arrangement. On your knees, if you would". 

Her knees...?

Oh, he wanted her to do that.

Well, it was only fair...

Nodding shakily, Barbara got to her knees before the Doctor, absentmindedly unbuttoning the top few buttons of her shirt as she did. All of this... activity had made her quite hot. This also had the unintended effect of letting the Doctor get glimpses of the slight swell of her breasts, hidden behind a white cotton bra.

The Doctor popped the last button on his trousers and freed his member from it's fabric prison. Barbara's jaw dropped at the biggest cock she had ever seen. Seven or so inches, it had to be, veiny and meaty, shining with pre-cum in the stark white light of the TARDIS. It rose up like a fleshy tower from a pair of plump and equally veiny balls and a small patch of white pubic hair. Despite his age, the Doctor looked as virile as a young man!

"Well?" The Doctor's tone was impatient, randy. "Don't just dilly dally. Susan would have most of this down her throat by now".

"Susan takes... _all_ of this?" Barbara gasped, eyes fixated on a drop of pre-cum trailing from the head down the long shaft. 

"Quite so". There was a hint of pride in the old man's voice.

Barbara raised a hand and grasped it around the huge cock in front of her. Her fingers barely touched! She gave it a few experimental jerks, earning her a pleased groan from the Doctor. Memories of her first real encounter with the male anatomy, her first boyfriend, appeared in Barbara's mind. Memories of wanking him off, behind the Green Fields pub, of him panting and moaning like a dog on a hot day and then cumming in a minute, leaving her to scrape his semen off her hand using an old wrapper from a dustbin. That had only taken a few tugs. Something told her the Doctor would take a bit more than that before he reached his peak. 

Beginning with a few light strokes, Barbara decided to take a somewhat methodical approach to the monstrous penis. Her slim fingers danced over the flesh, squeezing softly. Her thumb ran across the head, rubbing the foreskin and lightly pressing against the urethra. This in particular earned her a gasp of pleasure from the Doctor. Pleased, the history teacher decided it was time for something more daring.

Pulling back the foreskin, the Doctor's cockhead shimmered with Pre-cum, and Barbara leaned towards it, sticking out her tongue and flicking it across the dark pink tip, taking a few drops of the liquid into her mouth. Salty, but good, she thought and smirked slightly at the deep groan the old man let out. Encouraged by the sound, Barbara made her first attempt at taking the fleshy beast into her mouth. Leaning over it, she grasped it lightly with both hands and then lowered her mouth around the head. The same salty but good taste of his pre-cum assaulted her tongue and Barbara already found her mouth quite full. 

"Oh yes!" The Doctor groaned, his hands grasping Barbara's head, fingers still sticky with her juices tangling through her bouffant. "Just like that, Miss Wright, just like that!" 

With no way to go but down, Barbara attempted to push the first inch of the cock into her throat. She gave a choked moan as she did, feeling the head rubbing against the inner walls of her throat, and then tried to gulp down another inch. Her breathing was shallow, spit trickling from her mouth, and she quickly went for a third inch. Too quickly, as the thickness and length became too much for her inexperienced throat, and she gagged. The unpleasant sound seemed to break the Doctor from his pleasured haze and he moved his hands, allowing Barbara to come up for air. 

The three inches of prick she had taken left her mouth with a wet plop, and now the top of the fleshy length shined with a thin coating of her saliva. Barbara immediately took several deep rattling breaths, leaning against the desk to steady herself. The Doctor's looked down upon her from his chair, the look on his face a strange mix of concern at his companion's messy state and a small bit of pride at the fact that _his_ cock had put her in said state. 

He reached out, softly placing a hand on her shoulder. "Miss Wright?"

Barbara looked up at the Doctor and wiped some of the excess spit from her lips. "I'm alright... It just... got too deep". 

"Yes, I am sorry for that". The Doctor said apologetically. "I suppose I've just gotten used to Susan". 

Despite her rather sorry state, Barbara still scoffed. He obviously wasn't _too_ experienced with other woman, if he thought it good to compare her to his other lovers whilst in _the process_ of having sex with her. "Good to know I can't compare".

"Oh no, no, no, I didn't mean any offense. She's just had more experience than you, Miss Wright. Still, no matter. We have all we need". With those words, he grabbed hold of his member and rubbed the saliva over it's length, not stopping until all seven inches were thoroughly coated in spit. "There. That should be ample lubrication, hmm?"

"Lubrication?" Barbara spluttered.

"Well, how else could this end?" 

Yes, how else could it? Barbara looked at the Doctor's throbbing length, which he continued to stroke. How long had it been since she had had a man inside of her? A good year or so, at least, not since her last boyfriend. She had been waiting for the right man to do it with ever since and she had been imagining that Ian would be the one. She had stroked herself in bed at night thinking about him taking her. Now, the thought of him, wandering around the TARDIS, probably looking for her, brought a flash of guilt to her heart. But then she looked back to the Doctor's penis, towering and pulsing, and that guilt was swiftly drowned by lust and desire. Desire to relieve some of the stress that had been building within her during all their attempts to get back to their own time.

She imagined it entering her, it's fat head splitting apart her pussy lips and spearing into her insides, ramming through to her womb and unleashing all the seed that was no doubt swimming about in those fat swinging balls. The thought sent a jolt through her cunt and Barbara moved her hands to hike up her skirt. 

"Ah". The Doctor suddenly spoke. "Perhaps we could move over to the bed, my dear. I dare say that might be a bit more comfortable".

"O-oh yes, the bed". Barbara replied, realising she was getting ahead of herself. 

The Doctor stood, his penis sticking out like an iron bar from his pelvis and quickly strode over to the bed, plopping himself down with a groan. Barbara stood as well, about to sit next to him, when the old alien raised a hand to stop her. "Removing your clothes might a good course of action, Miss Wright. I'd hate to stain them".

So polite. Barbara smirked a bit and raised her hands to her shirt, popping each button out of it's hole. Slowly, inch by inch, the pale flesh of her torso was revealed, and soon she shrugged the whole article off. The Doctor licked his lips as he surveyed her smooth stomach and her breasts, though the latter were hidden from his hungry eyes by her bra, though not for long. She hastily unclasped it and let it fall to the floor, allowing him to see her naked tits for the first time.

They were not the biggest, nor the most bouncy, but Barbara still thought that they were good, if she didn't say so herself. Nice pert handfuls that sat upon her chest pleasingly, not too big to sag but not too small as to be flat. Her pink nipples quickly hardened in the chill air of the TARDIS, and a shiver went down Barbara's spine at the feeling. 

A hum of appreciation left the Doctor's mouth at the sight and he gave a nod to her skirt, as if saying "now the rest". 

Spurred on a bit, Barbara decided to add a bit of flair this time and turned around, presenting her back to the Doctor. She reached around with both hands, gripped her skirt zipper tightly and then slowly pulled it down. Her skirt slid from her waist, revealing her arse to the Doctor. She had built up a bit of a sweat during her attempt at a blowjob and the cotton knickers she wore now stuck to her flesh, clinging into the crack of her arse. The sight of it must have made an impression because the Doctor gave a grunt of approval. Barbara lowered her skirt the rest of the way, down her shapely legs and then stepped out, twirling around again to face the Doctor once more.

The front of her knickers were just as soaked as the back, but not in sweat. Her vagina was dripping with arousal, leaving a large wet patch in the cotton that clung to her labia and left little to the imagination. Giving the Doctor a few seconds to stare, wide eyed, Barbara swiftly hooked her fingers into the waistband of her knickers and pulled them down to her feet, kicking them away to the corner. Then she stood, completely naked, being ogled by the Doctor.

Barbara thought, in the back of her mind, if she could ever have imagined it would she would end up like this the day she met this crochety old man in that derelict junkyard.

"Beautiful". The Doctor murmured sincerely, eyes shining as he looked at the woman in front of him all over. "Utterly beautiful".

A flush came to Barbara's at the compliment and she approached the bed, bare feet pattering against the floor. The Doctor rose to meet her, and his hands went to her hips. The shock of his fingers on her naked flesh made Barbara freeze. The Doctor's hands began to rove all over her body, moving from her hips to her behind. He grabbed a hold of her buttocks and gave them a light squeeze, earning a moan from the history teacher. His hands glided up her back and then around again, to her breasts. 

Cupping both in his hands, the Doctor squeezed them lightly and then moved his thumbs to circle around her nipples. The digits ran over the pebbled flesh of her areolae and occasionally flicked the pert nipples in the centre, sending shocks of pleasure through Barbara. 

"Doctor..." She moaned, looking deep into his eyes. Almost unknowingly, she closed the distance between them and pressed her lips to his. 

The Doctor's eyes went wide as he found himself kissed so passionately, and his fingers froze in their ministrations. Quickly though, he responded, his hands moving from her breasts to cup her face. Their bodies were close and his penis was pressed wetly between Barbara's bare stomach and his own waistcoat. 

After a few more moments, Barbara pulled her lips away and crawled onto the bed and laid on her back, her dark eyes giving the Doctor an expectant look. The old time traveller hastily followed, crawling onto the bed and kneeling before her spread legs. Gripping his penis with one hand and Barbara's hip with the other, the Doctor guided himself towards her entrance, which glistened with arousal.

The head of his penis slowly pushed through, splitting apart her vaginal lips and firmly lodging itself inside. The _feeling_ of it, the sparks of pleasure that went coursing through her body, made Barbara let out a deep groan. The Doctor made a similar sound, and then quickly thrust forward, pushing in another two inches or so of his penis with a wet squelch. 

"M-more..." Barbara moaned, almost pleadingly, reaching up and wrapping her arms around the Doctor's neck.

He quickly obliged, drawing back for a moment before slamming his hips forward, firmly spearing in his cock once more. Barbara arched her back up with a gasp, pulling the Doctor towards her. 

They settled into a steady rhythm of thrusts and groans, as the Doctor did his damnedest to get all his seven inches inside of his companion. They were soon both soaked in sweat and panting like animals as they rutted, moaning and groaning with every twitch of the other sending shoots of delight throughout their bodies. The Doctor huffed and puffed, a look of utter concentration on his face, his hands finding their way back to her breasts, which he squeezed and fondled while he fucked her. 

Then Barbara felt it. Something building, deep within her nethers, and before she knew it she was orgasming, waves of sweet electric enveloping her, crackling through every nerve in her body. She screamed in pure ecstasy and wrapped her legs around the Doctor, _pushing_ him further in, all the way to the hilt, yearning for him to feel the same things she was experiencing. 

And he was. The slick muscles of her vagina clenched tightly around the Doctor's prick, trapping his member there in an exhilarating embrace. The Doctor felt his two hearts skip a beat and his breath hitch at the feeling. It was what drove him over the edge. 

His hands shot down to Barbara's hip and grabbed on and, with just a few last desperate thrusts, he climaxed. It was as if a dam had broken. The tip of his cock, buried deep within Barbara, let out a deluge of thick white cum, rope after rope flooding the woman's insides with his alien seed. 

The old man let out one last utterly satisfied groan as he felt his balls emptying. Barbara gasped in pure bliss, the sensation of the seed washing through her vagina a thoroughly welcome one. 

Then, silence descended. The two stayed in that position for awhile, just breathing and sweating and basking in the glow of their respective orgasms. Eventually though, the Doctor could feel his cum leaking out of Barbara's used cunt and slowly pulled his now flaccid cock out. The whole length was double coated in Barbara's juices and his own spunk but he didn't think of cleaning himself off just yet. Instead, he sat down beside Barbara, who had curled over onto her side, allowing his seed to slowly drip out her. 

She still looked utterly beautiful even with her dark hair tangled and a sheen of sweat on her pale skin. Her eyes were closed, her breath steady, and the Doctor realised that she was asleep. 

A smile came to his face as he looked down at the peaceful, content little grin on his companion's face. Lowering his head, the Doctor softly pushed a few locks of sweat plastered hair from her face and then lightly kissed her forehead. Barbara's smile widened just that little bit more.

The whoosh of the door suddenly opening broke the serene post coital silence like a gunshot at a funeral and instantly made the Doctor whirl around. He felt a stab of fear in his hearts that it would be Chesterton, having finally tracked down Barbara. He no doubt would have been searching for a good few hours, all over the TARDIS's many rooms, leaving him tired and grouchy. Find the woman he loved naked in bed with the man who had accidentally kidnapped them all those months ago might have finally broken the camel's back. His rage would be palpable and the Doctor, much as he hated to admit it, didn't fancy his chances against the young man.

His worries were swiftly assuaged though when instead of the science teacher, his granddaughter popped her head around. Susan's large eyes went wide at what she saw, and the Doctor couldn't blame her. Her grandfather, his member flopped across his lap covered in cum and womanly juices, and her history teacher, naked as the day she was born, covered in sweat and with cum leaking out from her vagina and staining the sheets.

The Doctor gave the teenager a smile and waved her inside, though he made no move to cover himself or Barbara up. "Come in, my dear, come in. No need to be afraid".

Susan entered timidly, the door closing shut behind her, and approached the bed slowly. Her cheeks were a bright, embarrassed red and she bit her lip as she stared in amazement at Barbara's sleeping form.

"I dare say that was _not_ the sight you expected to greet, hmm?" His tone was teasing.

"N-no, grandfather". Susan stuttered.

Seeing her, so flustered, pulled at the Doctor's heartstrings and he spoke reassuringly. "Now, now, Susan. No need to be embarrassed. I would hope at this point that the sight of naked flesh wouldn't put you in such a state".

Susan shook her head vigorously. "It doesn't, grandfather. It's just... well, I never expected to see Barbara like this".

The Doctor chuckled again. "Neither did I, my dear, neither did it. But I am very glad I have".

He reached out his other hand and stroked it tenderly across Barbara's arse for a moment.

"So..." Susan's voice was hesitant but with a glimmer of hope beneath it. "She's not going to tell Ian, is she? About us?"

"No, I should think not. She knows everything we did was perfectly consensual, on both our accounts, so she can't go screaming all that rape nonsense. Besides, she's become entangled in it now herself, and dare I say, based off the sounds she made before you came in, she won't want to get untangled for quite awhile". The Doctor's voice was confident, and he gave Barbara a little slap on the bum for good measure. Her arse cheek wobbled from the tap and she gave a sleepy moan, but didn't wake.

"I... suppose this means we'll have to stop now?" The tone of Susan's voice swiftly made the Doctor's smile vanish. His granddaughter stood before him, shoulders hunched, eyes downcast, her lower lip trembling. 

"My dear child, what are you talking about?" 

The girls voice was resigned but quavering. It was clear that at any moment, she could burst into tears. "You'll bed Barbara from now on. She's more experienced than I am, she's better at it than me. I... I understand". 

Susan turned away sharply, looking ready to bolt out the room, when the Doctor caught her hand. That made her pause and look back to her grandfather, confusion in her teary eyes.

The Doctor's next words were utterly earnest and reassuring. "No, Susan, no! You needn't rush off like that, I don't intend to just throw you in the bin like some kind of used wrapper! Listen to me now, if I were asked to choose between you and Miss Wright in who I'd rather bed, I'd pick you quick as a flash".

Sniffling, the fifteen year old wiped the tears from her eyes and looked hopefully at her grandfather. "Really?" She whispered.

With his other free hand, the Doctor reached around around and grabbed a hold of his granddaughter's ass through her jeans and gave a firm squeeze. Susan gasped at the feeling and then looked to the Doctor with sparkling eyes. Then, a wide and excited smile came to her face when she saw what was happening.

The Doctor cock was quickly rising back to full mast, despite having just climaxed a few minutes before. It soon stood proudly once again, with a layer of cum and arousal on it like a fresh coat of paint. The Doctor's smile was big and he spoke cheerfully. "In fact, I think I'm getting second wind!" 

**Notes for the Chapter:**

> So, this is a thing I'm doing. First time writing smut like this, and I've already picked a hell of a topic. Every Doctor and each one of their female companions, even the more obscure ones, fucking... Should be fun.
> 
> Next chapter: Susan Foreman.


End file.
